our progress when we entered Carrtown, and from this place to Upperville
the engagement was a little too heavy to be called a skirmish.
Nevertheless, we pushed ahead without being seriously retarded until we
reached Upperville. Here our advance was met with great desperation, the
enemy charging us handsomely, but with no great damage. When our forces
had been properly arranged, and the right time had come, Kilpatrick was
ordered to charge the town. With drawn sabres--weapons in which the
general always had great confidence, and generally won success--and with
yells which made the mountains and plains resound, we rushed upon the
foe. The fray was terrible. Several times did the Rebels break, but,
being reenforced or falling back upon some better position, again
endeavored to baffle our efforts. But they were not equal to the task,
and we drove them through the village of Paris, and finally through
Ashby's Gap, upon their infantry columns in the Shenandoah Valley. In
these charges and chase we captured two pieces of artillery, four
caissons, several stand of small arms, and a large number of prisoners.

It was my misfortune, in one of those desperate encounters, to have a
favorite horse shot under me. But it was also my fortune to escape from
the deadly missiles which filled the air, and from my fallen horse,
unhurt. Another animal was soon provided for me from the captures we had
made.

Our scouts, during this engagement, had managed to gain an entrance into
the Valley, where they ascertained that the Rebel army, in heavy
columns, was advancing towards the Upper Potomac.

This fight was of sufficient importance to call forth from the commanding
general the following official document:

HEADQUARTERS CAVALRY CORPS,
Camp near Upperville, 5.20 P. M., June 21.

_Brigadier-General S. Williams_:

GENERAL: I moved with my command this morning to Middleburg,
and attacked the cavalry force of the Rebels under Stuart,
and steadily drove him all day, inflicting a heavy loss at
every step.

I drove him through Upperville into Ashby's Gap.

We took two pieces of artillery, one being a Blakely gun,
and three caissons, besides blowing up one; also, upwards
of sixty prisoners, and more are coming; a
lieutenant-colonel, major, and five other officers, besides
a wounded colonel and a large number of wounded Rebels left
in the town of Upperville.